Braving the fierce Wabasha, Minnesota, winter, retired schoolteacher John Gustafson climbs out his second floor window in his pajamas to avoid being seen by Internal Revenue Service (IRS) Agent Elliot Snyder. Outside, John runs into his next-door neighbor, widower Max Goldman, and endures Max’s usual string of insults. That night, the two men notice the arrival of an attractive new resident across the street. The next evening, John panics when he hears someone at the door. He attempts to flee again, but accidentally falls off the roof and lands at the feet of his new neighbor, American literature professor Ariel Truax. Inviting herself inside to use his bathroom, the free-spirited Californian questions John about his love life and confesses she stole pieces of his mail to learn his name. At the pharmacy, John jealously watches between the aisles as Ariel introduces herself to Max, repeating her charade by pretending his mail was delivered to her house by mistake. Max’s son, mayoral candidate Jacob Goldman, stops by his father’s house in time to see Max playing a prank on John by reprogramming his television. Jacob is tired of the old men’s childish feud, but agrees to remain silent after observing John exact revenge by spraying Max’s roof with water. The next morning, Max evades the intended avalanche above his front door, but nearly crashes while investigating the stench of a rotting fish John left in the back seat of his car. The two men run into each other at their local bait shop, where the owner, Chuck, encourages them to pursue Ariel’s affections. On Thanksgiving, Jacob Goldman rekindles his childhood affection for John’s daughter Melanie, who has recently separated from her husband, Mike. During their respective meals, John and Max distractedly stare out the window at Ariel’s house, and are shocked to see Chuck, the bait shop owner, appear with flowers at her doorstep. The next day, Jacob and Max rush to interrogate Chuck about his visit, and he reports that Ariel is an “angel” who made him feel young again. The neighbors race home to bathe and put on their best clothes, but Max beats John to Ariel’s front door. Inside, he inspects her eccentric collection of artwork and invites her to go ice fishing with him the following day. Although Max is distraught when Ariel insists upon releasing all her catches, she claims they will become great friends. Afterward, John informs Max that Chuck died in his sleep the previous night, and Elliot Snyder forces John to visit his office at the IRS. John returns home to find Ariel cooking in his kitchen, and they share a romantic dinner. The next day, John’s ornery, ninety-four-year-old father insists he continue seeing her. Ditching an appointment with Snyder, John spends the day with Ariel, explaining that he and Max were once best friends who fell out over a woman. He kisses her, and is surprised when she invites him upstairs to make love. After seeing Ariel leaving John’s house in the morning, Max seeks revenge by dumping John’s ice fishing shanty into the lake. Believing John “stole” Ariel from him just like he stole the woman who eventually became John’s wife, Max fights him until John’s father breaks up the brawl. Max claims he does not have time to wait around for another woman and suggests John will be unable to provide for Ariel once the IRS forecloses his house. That night, Ariel arrives at John’s house with a painting she made for him. Realizing Max is right, John ends the relationship, sending Ariel away in tears. Over the next few weeks, Ariel continues to spend time with Max, and John remains distant. Upset that his daughter, Melanie, has rekindled her marriage with Mike, John leaves their Christmas Eve gathering for the local bar. Mike’s presence also derails the romantic intentions of Jacob Goldman, who returns home to urge his father to make amends with John. At the bar, Max innocently thanks John for repairing his favorite fishing pole, unaware that John sacrificed his relationship with Ariel to make him happy. On his way home, John suffers a heart attack and collapses in the snow. Max finds him on the ground and runs for help, later visiting him at the hospital to wish him “Merry Christmas” as he sleeps. In the morning, Max informs Ariel of John’s condition and she rushes to see him. In John’s absence, Elliot Snyder raids his house to repossess his belongings, informing Max that John owes more than $57,000 for incorrectly filing his tax returns. Before movers can begin unloading the furniture, however, Max barricades the front door and rigs the roof to dump snow on Snyder’s head. Sometime later, John recovers and marries Ariel with Max as his best man. After the ceremony, Max announces that Jacob convinced the IRS to waive the interest fees while he covered the remaining payments. When the newlyweds drive away from the church, Max laughs to himself, watching as John disposes of a rancid fish he planted in the back seat of the limousine. That night, Max goes in search of a date, leaving Jacob to spend the evening with Melanie, who has decided to follow through with her divorce after all.

"Heat Wave," written by Irving Berlin, performed by Ella Fitzgerald, courtesy of Verve Records, by arrangement with Polygram Special Markets; "Love Man," written and performed by Otis Redding, courtesy of ATCO Records, by arrangement with Warner Special Products; "I'm Too Sexy," written by Fred Fairbrass, Richard Fairbrass, and Rob Manzoli, performed by Right Said Fred, courtesy of Charisma Records America, Inc.; "Good Lovin," written by Rudy Clark and Arthur Resnick, performed by The Young Rascals, courtesy of Atlantic Records, by arrangement with Warner Special Products; "Winter Wonderland," written by Felix Bernard and Dick Smith, performed by Bing Crosby, courtesy of Capitol Records, under license from CEMA Special Markets; "O Holy Night," arranged by Nat King Cole and Edith Bergdahl, performed by Nat King Cole, courtesy of Capitol Records, under license from CEMA Special Markets; "Joy To The World," arranged by Nat King Cole and Edith Bergdahl, performed by Nat King Cole, courtesy of Capitol Records, under license from CEMA Special Markets; "Skinny (They Can't Get Enough)," written by R. Bush, performed by The Skinny Boys, courtesy of Jive Records; "Cafe Polka," written by Frank Yankovic, arranged by Michael Edwards; "Liar's Polka," written by Thomas Newman and Frank Marocco; "Aloha Oe," performed by The New Hawaiian Band, courtesy of MCA Records; "The Hukilau Song," written by Jack Owens, performed by Webley Edwards, courtesy of Capitol Records, under license from CEMA Special Markets; "Oira, Oira Polka," arranged by Walter Legawiec, performed by Walter Legawiec and His Polka Kings, courtesy of Bainbridge Records; "Krakow Mountain Polka," arranged by Walter Legawiec, performed by Walter Legawiec and His Polka Kings, courtesy of Bainbridge Records; "Haydn Quartet #14 In G Major, K. 38," written by Wolfgang Amadeus Mozart, performed by The Juilliard String Quartet, courtesy of Sony Classical, by arrangement with Sony Music Licensing; "Ode To Sydney," written and performed by Jack Lemmon.

End credits are superimposed over footage of outtakes from the film. “Special thanks” are given to the Minnesota Film Commission and Paisley Park Studios. End credits are followed by a clip of Walter Matthau filming a scene in a bathtub, stating, “If I knew there was a nude scene in this picture, I would have asked for another million.”
According to production notes in AMPAS library files, writer and native Minnesotan Mark Steven Johnson completed the screenplay while working as a secretary at Orion Pictures in 1989. He wrote the character of “John Gustafson” based on his own grandfather, with both Jack Lemmon and Walter Matthau in mind for the two leading roles. The script interested producer Richard C. Berman, and the 6 Dec 1993 HR stated that producer John Davis brought the project to Warner Bros. Pictures executive Billy Gerber. Over the course of “several years” of development, the script was revised to contain more comedic elements. Once Jack Lemmon joined the project, Davis asked Lemmon to convince Walter Matthau to accept the role of “Max” for the pair’s sixth feature film collaboration. A 30 Jun 1997 People item stated that Matthau originally disliked the screenplay and only agreed to star in the film at the urging of his son, Charles Matthau. With the two leads confirmed, Warner Bros. approved production under director Donald Petrie. A 23 Oct 1992 Screen International brief erroneously credited the screenplay to Will Davies and Will Osborne, and suggested that Sophia Loren was considered to play “Ariel.” Although Ann-Margret was ultimately cast in the role, Loren later joined the principal cast for the 1995 sequel, Grumpier Old Men (see entry).
The 29 Jan 1993 DV reported that the crew moved to Minnesota earlier that month, but production was delayed waiting for the snowfall required to shoot exterior scenes. Petrie requested the use of snow machines, and a 9 Feb 1993 HR production chart confirmed that principal photography began a few days later, on 2 Feb 1993. Interior sets were constructed at the Paisley Park Studios outside St. Paul, MN. One week later, production moved to Lake Rebecca, northwest of Minneapolis, MN, where crew decorated the location with forty rented and custom-built ice shanties. Because the setting of Wabasha, MN was too small to accommodate filming, neighborhood exteriors took place in East St. Paul, Faribault, and Center City, MN. According to a local MN publication, filming was scheduled through 8 Apr 1993, but estimated to conclude sometime in mid-Apr, allowing for weather complications. On 10 May 1993, DV reported that the final day of principal photography was delayed after Matthau caught pneumonia filming an outdoor fight scene in subzero temperatures. Although Matthau recovered in early May, shooting was set for 23 Jun 1993, to accommodate the schedules of Lemmon and Ossie Davis.
An 11 Jan 1993 DV news item stated that Lemmon received a week off early in production to participate in a celebrity golf tournament. Following positive reactions in initial test screenings, the 13 Oct 1993 DV reported the actor was asked to film additional footage to “enlarge” the scene in which his character, John, dances to celebrate his romantic encounter with Ariel.
On 22 Nov 1993, Var announced Warner Bros.’ plans to reschedule the film’s Feb 1994 opening, opting for a 525-screen preview on 4 Dec 1993, followed by a national release in 1,200 theaters on 25 Dec 1993. The story suggested that Warner Bros., which had already collected more than $800 million in box-office grosses in 1993, made the switch with the hope of surpassing the $1 billion mark before the end of the year. However, the 3 Dec 1993 HR stated that the film tested “phenomenally,” and was moved up to fill gaps in the winter holiday release schedule. Grumpy Old Men received generally positive reviews and was a commercial success. The 4 Feb 1994 HR reported domestic earnings of $54 million to date.
Principal and supporting cast members reprised their roles for 1995’s Grumpier Old Men, also written by Mark Steven Johnson. In 2006, the 11 Jul HR announced that composer Neil Berg, lyricist Nick Meglin, and playwright Dan Remmes planned to develop Grumpy Old Men as a Broadway musical to debut in spring 2008 under producer Jeff Gardner. As of the writing of this Note, contemporary sources state that the musical has twice been produced as a live reading in New York City and debuted 13 Oct 2011 at the John Hirsch Theatre in Winnipeg, Manitoba, Canada.

The American Film Institute is grateful to Sir Paul Getty KBE and the Sir Paul Getty KBE Estate for their dedication to the art of the moving image and their support for the AFI Catalog of Feature Films and without whose support AFI would not have been able to achieve this historical landmark in this epic scholarly endeavor.